REPAY Reports Second Quarter 2022 Financial Results
Repay Holdings Corporation (NASDAQ: RPAY) reported its Q2 2022 results, showing a 34% increase in card payment volume to $6.2 billion and a 39% rise in total revenue to $67.4 million. Gross profit also surged by 42% to $50.7 million. The net loss decreased significantly to $1.4 million from $13.4 million year-over-year. Adjusted EBITDA improved by 35% to $27.6 million. REPAY updated its full-year 2022 outlook, forecasting card payment volume of $25.0 - 26.3 billion and total revenue between $268 - 286 million.
- Card payment volume increased by 34% year-over-year to $6.2 billion.
- Total revenue grew 39% to $67.4 million.
- Gross profit rose by 42% to $50.7 million.
- Adjusted EBITDA increased by 35% to $27.6 million.
- Net loss decreased significantly from $13.4 million to $1.4 million.
- Continued uncertainty in consumer lending with varying loan growth among clients.
- Expectations for recovery in consumer lending are longer than initially anticipated.
“In the second quarter, we experienced card payment volume and gross profit growth of
Three Months Ended
-
Card payment volume was
, an increase of$6.2 billion 34% over the second quarter of 2021 -
Total revenue was
, a$67.4 million 39% increase over the second quarter of 2021 -
Gross profit was
, an increase of$50.7 million 42% over the second quarter of 2021 -
Net loss was
( , as compared to a net loss of$1.4) million ( in the second quarter of 2021$13.4) million -
Adjusted EBITDA was
, an increase of$27.6 million 35% over the second quarter of 2021 -
Adjusted Net Income was
, an increase of$16.1 million 15% over the second quarter of 2021 -
Adjusted Net Income per share was
$0.17
Gross profit represents total revenue less cost of services. Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliations of Adjusted EBITDA and Adjusted Net Income to their most comparable GAAP measures provided below for additional information.
2022 Outlook Update
REPAY now expects the following financial results for full year 2022, which replaces previously provided guidance.
|
Full Year 2022 Outlook |
Card Payment Volume |
|
Total Revenue |
|
Gross Profit |
|
Adjusted EBITDA |
|
This range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in the remainder of 2022. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2022 Adjusted EBITDA, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.
Conference Call
REPAY will host a conference call to discuss second quarter 2022 financial results today,
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, employee recruiting costs, other taxes, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, employee recruiting costs, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three and six months ended
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2022 revised outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.
In addition to factors disclosed in REPAY’s reports filed with the
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
Consolidated Statement of Operations (Unaudited) |
||||||||||||||||
|
|
Three Months ended |
|
|
Six Months ended |
|
||||||||||
(in $ thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
$ |
67,435 |
|
|
$ |
48,412 |
|
|
$ |
134,999 |
|
|
$ |
95,932 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs of services (exclusive of depreciation and amortization shown separately below) |
|
|
16,731 |
|
|
|
12,721 |
|
|
|
33,296 |
|
|
|
25,196 |
|
Selling, general and administrative |
|
|
39,130 |
|
|
|
29,542 |
|
|
|
71,348 |
|
|
|
52,935 |
|
Depreciation and amortization |
|
|
29,191 |
|
|
|
19,679 |
|
|
|
57,780 |
|
|
|
37,472 |
|
Change in fair value of contingent consideration |
|
|
(1,050 |
) |
|
|
(1,200 |
) |
|
|
(3,950 |
) |
|
|
1,449 |
|
Total operating expenses |
|
$ |
84,002 |
|
|
$ |
60,742 |
|
|
$ |
158,474 |
|
|
$ |
117,052 |
|
Loss from operations |
|
$ |
(16,567 |
) |
|
$ |
(12,330 |
) |
|
$ |
(23,475 |
) |
|
$ |
(21,120 |
) |
Interest expense |
|
|
(1,051 |
) |
|
|
(817 |
) |
|
|
(2,040 |
) |
|
|
(2,000 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,941 |
) |
Change in fair value of tax receivable liability |
|
|
19,450 |
|
|
|
(4,355 |
) |
|
|
44,070 |
|
|
|
(3,312 |
) |
Other income |
|
|
10 |
|
|
|
34 |
|
|
|
17 |
|
|
|
63 |
|
Other loss |
|
|
(150 |
) |
|
|
— |
|
|
|
(150 |
) |
|
|
(9,080 |
) |
Total other income (expense) |
|
|
18,259 |
|
|
|
(5,138 |
) |
|
|
41,897 |
|
|
|
(20,270 |
) |
Income (loss) before income tax (expense) benefit |
|
|
1,692 |
|
|
|
(17,468 |
) |
|
|
18,422 |
|
|
|
(41,390 |
) |
Income tax (expense) benefit |
|
|
(3,045 |
) |
|
|
4,117 |
|
|
|
(6,888 |
) |
|
|
10,059 |
|
Net income (loss) |
|
$ |
(1,353 |
) |
|
$ |
(13,351 |
) |
|
$ |
11,534 |
|
|
$ |
(31,331 |
) |
Net loss attributable to non-controlling interest |
|
|
(1,362 |
) |
|
|
(1,081 |
) |
|
|
(2,129 |
) |
|
|
(3,268 |
) |
Net income (loss) attributable to the Company |
|
$ |
9 |
|
|
$ |
(12,270 |
) |
|
$ |
13,663 |
|
|
$ |
(28,063 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares of Class A common stock outstanding - basic |
|
|
88,903,674 |
|
|
|
79,781,185 |
|
|
|
88,756,482 |
|
|
|
78,200,752 |
|
Weighted-average shares of Class A common stock outstanding - diluted |
|
|
113,250,564 |
|
|
|
79,781,185 |
|
|
|
112,866,991 |
|
|
|
78,200,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per Class A share - basic |
|
$ |
0.00 |
|
|
$ |
(0.15 |
) |
|
$ |
0.15 |
|
|
$ |
(0.36 |
) |
Income (loss) per Class A share - diluted |
|
$ |
0.00 |
|
|
$ |
(0.15 |
) |
|
$ |
0.12 |
|
|
$ |
(0.36 |
) |
Consolidated Balance Sheets |
||||||||
(in $ thousands) |
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
60,375 |
|
|
$ |
50,049 |
|
Accounts receivable |
|
|
32,401 |
|
|
|
33,236 |
|
Prepaid expenses and other |
|
|
13,599 |
|
|
|
12,427 |
|
Total current assets |
|
|
106,375 |
|
|
|
95,712 |
|
|
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
4,514 |
|
|
|
3,801 |
|
Restricted cash |
|
|
19,154 |
|
|
|
26,291 |
|
Intangible assets, net |
|
|
535,796 |
|
|
|
577,694 |
|
|
|
|
827,802 |
|
|
|
824,082 |
|
Operating lease right-of-use assets, net |
|
|
11,327 |
|
|
|
10,500 |
|
Deferred tax assets |
|
|
133,813 |
|
|
|
145,260 |
|
Other assets |
|
|
2,500 |
|
|
|
2,500 |
|
Total noncurrent assets |
|
|
1,534,906 |
|
|
|
1,590,128 |
|
Total assets |
|
$ |
1,641,281 |
|
|
$ |
1,685,840 |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
21,573 |
|
|
$ |
20,083 |
|
Related party payable |
|
|
775 |
|
|
|
17,394 |
|
Accrued expenses |
|
|
21,568 |
|
|
|
26,819 |
|
Current operating lease liabilities |
|
|
2,207 |
|
|
|
1,990 |
|
Current tax receivable agreement |
|
|
24,454 |
|
|
|
24,496 |
|
Other current liabilities |
|
|
91 |
|
|
|
1,566 |
|
Total current liabilities |
|
|
70,668 |
|
|
|
92,348 |
|
|
|
|
|
|
|
|
||
Long-term debt |
|
|
449,896 |
|
|
|
448,485 |
|
Noncurrent operating lease liabilities |
|
|
9,766 |
|
|
|
9,091 |
|
Tax receivable agreement, net of current portion |
|
|
177,470 |
|
|
|
221,333 |
|
Other liabilities |
|
|
3,266 |
|
|
|
1,547 |
|
Total noncurrent liabilities |
|
|
640,398 |
|
|
|
680,456 |
|
Total liabilities |
|
$ |
711,066 |
|
|
$ |
772,804 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' equity |
|
|
|
|
|
|
||
Class A common stock, |
|
|
9 |
|
|
|
9 |
|
Class V common stock, |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
1,107,432 |
|
|
|
1,100,012 |
|
|
|
|
(1,152 |
) |
|
|
— |
|
Accumulated other comprehensive loss |
|
|
(2 |
) |
|
|
(2 |
) |
Accumulated deficit |
|
|
(212,353 |
) |
|
|
(226,016 |
) |
Total Repay stockholders' equity |
|
$ |
893,934 |
|
|
$ |
874,003 |
|
Non-controlling interests |
|
|
36,281 |
|
|
|
39,033 |
|
Total equity |
|
|
930,215 |
|
|
|
913,036 |
|
Total liabilities and equity |
|
$ |
1,641,281 |
|
|
$ |
1,685,840 |
|
Key Operating and Non-GAAP Financial Data
Unless otherwise stated, all results compare three and six month 2022 results to three and six month 2021 results from continuing operations for the period ended
The following tables and related notes reconcile these non-GAAP measures to GAAP information for the three and six months ended
|
|
Three months ended |
|
|
|
|
|
Six months ended |
|
|
|
|
||||||||||||
(in $ thousands) |
|
2022 |
|
|
2021 |
|
|
%
|
|
|
2022 |
|
|
2021 |
|
|
%
|
|
||||||
Card payment volume |
|
$ |
6,196,253 |
|
|
$ |
4,623,964 |
|
|
|
34 |
% |
|
$ |
12,610,205 |
|
|
$ |
9,237,966 |
|
|
|
37 |
% |
Gross profit1 |
|
|
50,704 |
|
|
|
35,691 |
|
|
|
42 |
% |
|
|
101,703 |
|
|
|
70,736 |
|
|
|
44 |
% |
Adjusted EBITDA2 |
|
|
27,636 |
|
|
|
20,403 |
|
|
|
35 |
% |
|
|
56,965 |
|
|
|
40,864 |
|
|
|
39 |
% |
(1) | Gross profit represents total revenue less other costs of services. |
|
(2) | Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for interest expense, depreciation and amortization and certain other charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring items. See “Non-GAAP Financial Measures” above and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure below. |
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA |
|
|||||||
For the Three Months Ended |
||||||||
(Unaudited) |
||||||||
|
Three Months ended |
|
|
|||||
(in $ thousands) |
2022 |
|
|
2021 |
|
|
||
Revenue |
$ |
67,435 |
|
|
$ |
48,412 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
16,731 |
|
|
$ |
12,721 |
|
|
Selling, general and administrative |
|
39,130 |
|
|
|
29,542 |
|
|
Depreciation and amortization |
|
29,191 |
|
|
|
19,679 |
|
|
Change in fair value of contingent consideration |
|
(1,050 |
) |
|
|
(1,200 |
) |
|
Total operating expenses |
$ |
84,002 |
|
|
$ |
60,742 |
|
|
Loss from operations |
$ |
(16,567 |
) |
|
$ |
(12,330 |
) |
|
Interest expense |
|
(1,051 |
) |
|
|
(817 |
) |
|
Change in fair value of tax receivable liability |
|
19,450 |
|
|
|
(4,355 |
) |
|
Other income |
|
10 |
|
|
|
34 |
|
|
Other loss |
|
(150 |
) |
|
|
— |
|
|
Total other income (expense) |
|
18,259 |
|
|
|
(5,138 |
) |
|
Income (loss) before income tax (expense) benefit |
|
1,692 |
|
|
|
(17,468 |
) |
|
Income tax (expense) benefit |
|
(3,045 |
) |
|
|
4,117 |
|
|
Net income (loss) |
$ |
(1,353 |
) |
|
$ |
(13,351 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Interest expense |
|
1,051 |
|
|
|
817 |
|
|
Depreciation and amortization (a) |
|
29,191 |
|
|
|
19,679 |
|
|
Income tax expense (benefit) |
|
3,045 |
|
|
|
(4,117 |
) |
|
EBITDA |
$ |
31,934 |
|
|
$ |
3,028 |
|
|
|
|
|
|
|
|
|
||
Non-cash change in fair value of contingent consideration (b) |
|
(1,050 |
) |
|
|
(1,200 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
(19,450 |
) |
|
|
4,355 |
|
|
Share-based compensation expense (d) |
|
5,934 |
|
|
|
5,505 |
|
|
Transaction expenses (e) |
|
7,069 |
|
|
|
6,978 |
|
|
Employee recruiting costs (f) |
|
259 |
|
|
|
38 |
|
|
Other taxes (g) |
|
548 |
|
|
|
420 |
|
|
Restructuring and other strategic initiative costs (h) |
|
1,435 |
|
|
|
945 |
|
|
Other non-recurring charges (i) |
|
957 |
|
|
|
334 |
|
|
Adjusted EBITDA |
$ |
27,636 |
|
|
$ |
20,403 |
|
|
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA |
||||||||
For the Six Months Ended |
||||||||
(Unaudited) |
||||||||
|
Six Months ended |
|
|
|||||
(in $ thousands) |
2022 |
|
|
2021 |
|
|
||
Revenue |
$ |
134,999 |
|
|
$ |
95,932 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
33,296 |
|
|
$ |
25,196 |
|
|
Selling, general and administrative |
|
71,348 |
|
|
|
52,935 |
|
|
Depreciation and amortization |
|
57,780 |
|
|
|
37,472 |
|
|
Change in fair value of contingent consideration |
|
(3,950 |
) |
|
|
1,449 |
|
|
Total operating expenses |
$ |
158,474 |
|
|
$ |
117,052 |
|
|
Loss from operations |
$ |
(23,475 |
) |
|
$ |
(21,120 |
) |
|
Interest expense |
|
(2,040 |
) |
|
|
(2,000 |
) |
|
Loss on extinguishment of debt |
|
— |
|
|
|
(5,941 |
) |
|
Change in fair value of tax receivable liability |
|
44,070 |
|
|
|
(3,312 |
) |
|
Other income |
|
17 |
|
|
|
63 |
|
|
Other loss |
|
(150 |
) |
|
|
(9,080 |
) |
|
Total other income (expense) |
|
41,897 |
|
|
|
(20,270 |
) |
|
Income (loss) before income tax (expense) benefit |
|
18,422 |
|
|
|
(41,390 |
) |
|
Income tax (expense) benefit |
|
(6,888 |
) |
|
|
10,059 |
|
|
Net income (loss) |
$ |
11,534 |
|
|
$ |
(31,331 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Interest expense |
|
2,040 |
|
|
|
2,000 |
|
|
Depreciation and amortization (a) |
|
57,780 |
|
|
|
37,472 |
|
|
Income tax expense (benefit) |
|
6,888 |
|
|
|
(10,059 |
) |
|
EBITDA |
$ |
78,242 |
|
|
$ |
(1,918 |
) |
|
|
|
|
|
|
|
|
||
Loss on extinguishment of debt (j) |
|
— |
|
|
|
5,941 |
|
|
Loss on termination of interest rate hedge (k) |
|
— |
|
|
|
9,080 |
|
|
Non-cash change in fair value of contingent consideration (b) |
|
(3,950 |
) |
|
|
1,449 |
|
|
Non-cash change in fair value of assets and liabilities (c) |
|
(44,070 |
) |
|
|
3,312 |
|
|
Share-based compensation expense (d) |
|
9,292 |
|
|
|
10,656 |
|
|
Transaction expenses (e) |
|
11,999 |
|
|
|
9,318 |
|
|
Employee recruiting costs (f) |
|
459 |
|
|
|
174 |
|
|
Other taxes (g) |
|
698 |
|
|
|
559 |
|
|
Restructuring and other strategic initiative costs (h) |
|
2,681 |
|
|
|
1,573 |
|
|
Other non-recurring charges (i) |
|
1,614 |
|
|
|
720 |
|
|
Adjusted EBITDA |
$ |
56,965 |
|
|
$ |
40,864 |
|
|
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income |
||||||||
For the Three Months Ended |
||||||||
(Unaudited) |
||||||||
|
Three Months ended |
|
|
|||||
(in $ thousands) |
2022 |
|
|
2021 |
|
|
||
Revenue |
$ |
67,435 |
|
|
$ |
48,412 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
16,731 |
|
|
$ |
12,721 |
|
|
Selling, general and administrative |
|
39,130 |
|
|
|
29,542 |
|
|
Depreciation and amortization |
|
29,191 |
|
|
|
19,679 |
|
|
Change in fair value of contingent consideration |
|
(1,050 |
) |
|
|
(1,200 |
) |
|
Total operating expenses |
$ |
84,002 |
|
|
$ |
60,742 |
|
|
Loss from operations |
$ |
(16,567 |
) |
|
$ |
(12,330 |
) |
|
Interest expense |
|
(1,051 |
) |
|
|
(817 |
) |
|
Change in fair value of tax receivable liability |
|
19,450 |
|
|
|
(4,355 |
) |
|
Other income |
|
10 |
|
|
|
34 |
|
|
Other loss |
|
(150 |
) |
|
|
— |
|
|
Total other income (expense) |
|
18,259 |
|
|
|
(5,138 |
) |
|
Income (loss) before income tax (expense) benefit |
|
1,692 |
|
|
|
(17,468 |
) |
|
Income tax (expense) benefit |
|
(3,045 |
) |
|
|
4,117 |
|
|
Net income (loss) |
$ |
(1,353 |
) |
|
$ |
(13,351 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Amortization of acquisition-related intangibles (l) |
|
25,941 |
|
|
|
17,270 |
|
|
Non-cash change in fair value of contingent consideration (b) |
|
(1,050 |
) |
|
|
(1,200 |
) |
|
Non-cash change in fair value of assets and liabilities (c) |
|
(19,450 |
) |
|
|
4,355 |
|
|
Share-based compensation expense (d) |
|
5,934 |
|
|
|
5,505 |
|
|
Transaction expenses (e) |
|
7,069 |
|
|
|
6,978 |
|
|
Employee recruiting costs (f) |
|
259 |
|
|
|
38 |
|
|
Restructuring and other strategic initiative costs (h) |
|
1,435 |
|
|
|
945 |
|
|
Other non-recurring charges (i) |
|
957 |
|
|
|
334 |
|
|
Non-cash interest expense (m) |
|
709 |
|
|
|
802 |
|
|
Pro forma taxes at effective rate (n) |
|
(4,368 |
) |
|
|
(7,693 |
) |
|
Adjusted Net Income |
$ |
16,083 |
|
|
$ |
13,983 |
|
|
|
|
|
|
|
|
|
||
Shares of Class A common stock outstanding (on an as-converted basis) (o) |
|
96,787,200 |
|
|
|
87,734,237 |
|
|
Adjusted Net income per share |
$ |
0.17 |
|
|
$ |
0.16 |
|
|
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income |
||||||||
For the Six Months Ended |
||||||||
(Unaudited) |
||||||||
|
Six Months ended |
|
|
|||||
(in $ thousands) |
2022 |
|
|
2021 |
|
|
||
Revenue |
$ |
134,999 |
|
|
$ |
95,932 |
|
|
Operating expenses |
|
|
|
|
|
|
||
Costs of services (exclusive of depreciation and amortization shown separately below) |
$ |
33,296 |
|
|
$ |
25,196 |
|
|
Selling, general and administrative |
|
71,348 |
|
|
|
52,935 |
|
|
Depreciation and amortization |
|
57,780 |
|
|
|
37,472 |
|
|
Change in fair value of contingent consideration |
|
(3,950 |
) |
|
|
1,449 |
|
|
Total operating expenses |
$ |
158,474 |
|
|
$ |
117,052 |
|
|
Loss from operations |
$ |
(23,475 |
) |
|
$ |
(21,120 |
) |
|
Interest expense |
|
(2,040 |
) |
|
|
(2,000 |
) |
|
Loss on extinguishment of debt |
|
— |
|
|
|
(5,941 |
) |
|
Change in fair value of tax receivable liability |
|
44,070 |
|
|
|
(3,312 |
) |
|
Other income |
|
17 |
|
|
|
63 |
|
|
Other loss |
|
(150 |
) |
|
|
(9,080 |
) |
|
Total other income (expense) |
|
41,897 |
|
|
|
(20,270 |
) |
|
Income (loss) before income tax (expense) benefit |
|
18,422 |
|
|
|
(41,390 |
) |
|
Income tax (expense) benefit |
|
(6,888 |
) |
|
|
10,059 |
|
|
Net income (loss) |
$ |
11,534 |
|
|
$ |
(31,331 |
) |
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
||
Amortization of acquisition-related intangibles(l) |
|
49,077 |
|
|
|
33,309 |
|
|
Loss on extinguishment of debt (j) |
|
— |
|
|
|
5,941 |
|
|
Loss on termination of interest rate hedge (k) |
|
— |
|
|
|
9,080 |
|
|
Non-cash change in fair value of contingent consideration (b) |
|
(3,950 |
) |
|
|
1,449 |
|
|
Non-cash change in fair value of assets and liabilities (c) |
|
(44,070 |
) |
|
|
3,312 |
|
|
Share-based compensation expense (d) |
|
9,292 |
|
|
|
10,656 |
|
|
Transaction expenses (e) |
|
11,999 |
|
|
|
9,318 |
|
|
Employee recruiting costs (f) |
|
459 |
|
|
|
174 |
|
|
Restructuring and other strategic initiative costs (h) |
|
2,681 |
|
|
|
1,573 |
|
|
Other non-recurring charges (i) |
|
1,614 |
|
|
|
720 |
|
|
Non-cash interest expense (m) |
|
1,411 |
|
|
|
1,338 |
|
|
Pro forma taxes at effective rate (n) |
|
(5,562 |
) |
|
|
(16,473 |
) |
|
Adjusted Net Income |
$ |
34,485 |
|
|
$ |
29,066 |
|
|
|
|
|
|
|
|
|
||
Shares of Class A common stock outstanding (on an as-converted basis) (o) |
|
96,661,414 |
|
|
|
86,165,128 |
|
|
Adjusted Net income per share |
$ |
0.36 |
|
|
$ |
0.34 |
|
|
(a) | See footnote (l) for details on our amortization and depreciation expenses. |
|
(b) | Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. |
|
(c) | Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. |
|
(d) |
Represents compensation expense associated with equity compensation plans, totaling |
|
(e) |
Primarily consists of (i) during the three and six months ended |
|
(f) | Represents payments made to third-party recruiters in connection with a significant expansion of personnel, which REPAY expects will become more moderate in subsequent periods. |
|
(g) | Reflects franchise taxes and other non-income based taxes. |
|
(h) |
Reflects consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the three and six months ended |
|
(i) |
For the three and six months ended |
|
(j) | Reflects write-offs of debt issuance costs relating to Hawk Parent’s term loans. |
|
(k) | Reflects realized loss of REPAY's interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans. |
|
(l) |
For the three and six months ended |
|
Three months ended |
|
|
Six Months ended |
|
|||||||||||
(in $ thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Acquisition-related intangibles |
|
$ |
25,941 |
|
|
$ |
17,270 |
|
|
$ |
49,077 |
|
|
$ |
33,309 |
|
Software |
|
|
2,700 |
|
|
|
2,120 |
|
|
|
7,646 |
|
|
|
3,291 |
|
Amortization |
|
$ |
28,641 |
|
|
$ |
19,390 |
|
|
$ |
56,723 |
|
|
$ |
36,600 |
|
Depreciation |
|
|
550 |
|
|
|
289 |
|
|
|
1,057 |
|
|
|
872 |
|
Total Depreciation and amortization (1) |
|
$ |
29,191 |
|
|
$ |
19,679 |
|
|
$ |
57,780 |
|
|
$ |
37,472 |
|
(1) | Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. |
|
|
||
(m) | Represents non-cash deferred debt issuance costs. |
|
(n) | Represents pro forma income tax adjustment effect associated with items adjusted above. |
|
(o) |
Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three and six months ended |
|
Three months ended |
|
Six Months ended |
|||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Weighted average shares of Class A common stock outstanding - basic |
|
88,903,674 |
|
79,781,185 |
|
88,756,482 |
|
78,200,752 |
Add: Non-controlling interests
|
|
7,883,526 |
|
7,953,052 |
|
7,904,932 |
|
7,964,376 |
Shares of Class A common stock outstanding (on an as-converted basis) |
|
96,787,200 |
|
87,734,237 |
|
96,661,414 |
|
86,165,128 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220809005875/en/
Investor Relations Contact for REPAY:
repayIR@icrinc.com
Media Relations Contact for REPAY:
(404) 637-1665
khoyman@repay.com
Source:
FAQ
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